QUALYS, INC. — Director's Dealing 2014

Nov 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QUALYS, INC. (QLYS)
CIK: 0001107843
Period of Report: 2014-10-30

Reporting Person: Thakar Sumedh S (Chief Product Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-30	Common Stock	M	589	$4.40	Acquired	589	Direct
2014-10-30	Common Stock	S	589	$30.0897	Disposed	0	Direct
2014-10-31	Common Stock	M	3000	$4.40	Acquired	3000	Direct
2014-10-31	Common Stock	S	1500	$31.0922	Disposed	1500	Direct
2014-10-31	Common Stock	S	1500	$32.0155	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-30	Stock Option (right to buy)	$30.58	A	75000	Acquired	2024-10-30	Common Stock (75000)	Direct
2014-10-30	Stock Option (right to buy)	$4.40	M	589	Disposed	2021-02-02	Common Stock (589)	Direct
2014-10-31	Stock Option (right to buy)	$4.40	M	3000	Disposed	2021-02-02	Common Stock (3000)	Direct

Footnotes

F1: The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 27, 2014.

F2: The sale price reported for this transaction in column 4 of Table I represents the weighted average sale price of the shares sold, ranging from $30.00 to $30.29 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

F3: The sale price reported for this transaction in column 4 of Table I represents the weighted average sale price of the shares sold, ranging from $31.00 to $31.37 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

F4: The sale price reported for this transaction in column 4 of Table I represents the weighted average sale price of the shares sold, ranging from $32.00 to $32.07 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

F5: One twenty-fourth of the shares subject to the option vest on November 30, 2014 and one twenty-fourth of the shares subject to the option vest monthly thereafter.

F6: The option is subject to an early exercise provision and is immediately exercisable. One forty-eighth of the shares subject to the option vested on January 1, 2011 and one forty-eighth of the shares subject to the option vest monthly thereafter.